As filed with the Securities and Exchange Commission
on December 21, 1994
Registration No. 33-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
UNICOM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Illinois 36-3961038
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
37th Floor, 10 South Dearborn Street
P.O. Box A-3005
Chicago, Illinois 60690-3005
(Address of Principal Executive Offices) (Zip code)
Unicom Corporation
Long-Term Incentive Plan
(Full Title of Plan)
------------------------
John C. Bukovski
Vice President
Unicom Corporation
37th Floor, 10 South Dearborn Street
P.O. Box A-3005
Chicago, Illinois 60690-3005
(312) 394-7399
(Name and Address of Agent for Service)
Copy to:
Richard W. Astle
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
==============================================================================
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed Proposed
Title of Amount to Maximum Offering Maximum Aggregate Amount of
Securities to be Price Per Offering Registration
be Registered Registered Share (1) Price (1) Fee
- ------------------------------------------------------------------------------
Common Shares, 4,000,000 $24.1875 $96,750,000 $33,363
without par shares
value
==============================================================================
(1) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
1933, based upon the average of the high and low sale prices of the
common shares, without par value, of Unicom Corporation on the New York
Stock Exchange on December 16, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the
Securities and Exchange Commission are incorporated herein by
reference:
(a) Annual Report on Form 10-K of Commonwealth
Edison Company ("ComEd") for the year ended December 31, 1993
(as amended by the Form 10-K/A-1 filed on August 31, 1994).
(b) Quarterly Reports on Form 10-Q of ComEd for
the quarterly periods ended March 31, 1994 and June 30, 1994
(as amended by the Form 10-Q/A-1 filed on August 19, 1994).
(c) Quarterly Report on Form 10-Q of the Registrant
for the quarterly period ended September 30, 1994.
(d) Current Report on Form 8-K/A-1 of ComEd dated
January 28, 1994 and Current Report on Form 8-K of ComEd dated
on June 24, 1994.
(e) The description of the Registrant's common stock,
without par value (the "Common Stock"), which is contained in the
registration statement on Form 8-B filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including
any subsequent amendment or any report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the respective dates of filing of such
documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Certain provisions of the Illinois Business Corporation
Act of 1983, as amended, provide that the Registrant may, and in
some circumstances must, indemnify the directors and officers of
the Registrant and of each subsidiary company against liabilities
and expenses incurred by such person by reason of the fact that
such person was serving in such capacity, subject to certain
limitations and conditions set forth in the statute. The
Registrant's Articles of Incorporation and By-Laws provide that
the Registrant will indemnify its directors and officers, and may
indemnify any person serving as director or officer of another
business entity at the Registrant's request, to the extent
permitted by the statute.
The Registrant maintains liability insurance policies
which indemnify the Registrant's directors and officers, the
directors and officers of subsidiaries of the Registrant, and the
trustees of the Service Annuity Funds, against loss arising from
claims by reason of their legal liability for acts as such
directors, officers or trustees, subject to limitations and
conditions as set forth in the policies. Among other
limitations, the primary policy states that no coverage is
provided for loss representing "amounts which are deemed
uninsurable under the law pursuant to which this policy shall be
construed".
The Registrant indemnifies assistant officers and other
employees against liabilities and expenses incurred by reason of
acts performed in connection with the operations of the various
employee benefit systems of the Registrant and its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits accompanying this Registration Statement
are listed on the accompanying Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
II-2
<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-
8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
II-3
<PAGE>
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago, State of Illinois, on this 21st day of
December, 1994.
UNICOM CORPORATION
By: James J. O'Connor
-----------------------------
James J. O'Connor, Chairman
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on this 21st day of
December, 1994.
Signature Title
--------- -----
James J. O'Connor Chairman and Director
-------------------------- (principal executive officer)
James J. O'Connor
John C. Bukovski Vice President
-------------------------- (principal financial officer)
John C. Bukovski
Roger F. Kovack Comptroller
-------------------------- (principal accounting officer)
Roger F. Kovack
* Director
--------------------------
Jean Allard
* Director
--------------------------
James W. Compton
II-5
<PAGE>
Signature Title
--------- -----
* Director
--------------------------
Sue L. Gin
* Director
--------------------------
Donald P. Jacobs
Director
--------------------------
Edgar D. Jannotta
* Director
--------------------------
George E. Johnson
* Director
--------------------------
Harvey Kapnick
* Director
--------------------------
Byron Lee, Jr.
* Director
--------------------------
Edward A. Mason
Director
--------------------------
Frank A. Olson
* President and Director
--------------------------
Samuel K. Skinner
*By David A. Scholz
---------------------------------
David A. Scholz, Attorney-in-fact
II-6
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT
-------------------------------------------
Exhibit
Number Description of Document
------- -----------------------
(4)-1 Articles of Incorporation of the
Registrant effective January 28,
1994, filed as Exhibit (3)-a to the
Registrant's Registration Statement
on Form S-4 (Registration No. 33-
52109), which is incorporated
herein by reference.
(4)-2 By-Laws of the Registrant effective
January 28, 1994, filed as Exhibit
(3)-b to the Registrant's
Registration Statement on Form S-4
(Registration No. 33-52109), which
is incorporated herein by
reference.
(4)-3 Unicom Corporation Long-Term
Incentive Plan, filed as Exhibit A
to Commonwealth Edison Company's
Proxy Statement dated March 26,
1993 (File No. 1-1839).
*(4)-4 Amendment No. 1 to the Unicom
Corporation Long-Term Incentive
Plan.
*(5) Opinion of Sidley & Austin.
*(23)-1 Consent of Sidley & Austin
(included in Exhibit 5 above).
*(23)-2 Consent of Arthur Andersen LLP.
*(24) Powers of Attorney.
-------------------
*Filed herewith.
Exhibit (4)-4
Unicom Corporation
Form S-8
File No. 33-
Amendment No. 1
to
Unicom Corporation
Long-Term Incentive Plan
------------------------
WHEREAS, Commonwealth Edison Company, an Illinois
corporation ("Edison"), has approved and consented to the
sponsorship by Unicom Corporation, an Illinois corporation (the
"Company"), of the Commonwealth Edison Company 1993 Long-Term
Incentive Plan (the "Plan"); and
WHEREAS, the Company desires to sponsor and adopt the
Plan and to extend it to its subsidiaries from time to time in
accordance with the terms of the Plan;
NOW, THEREFORE, be it:
RESOLVED: That effective upon the merger (the "Merger
Date") of CECo Merging Corporation, a subsidiary of the Company,
into Edison, the Company shall become the sponsor of the Plan and
the Plan shall be renamed the Unicom Corporation Long-Term
Incentive Plan;
RESOLVED FURTHER, that the Plan is hereby amended,
pursuant to the power of amendment contained in Article XII of
the Plan, by striking the last paragraph of Section 5.2 and
inserting in lieu thereof the following:
"An Award under the Plan shall be made in such
manner and evidenced by such means as the
Committee shall determine, which may include, but
shall not be limited to, written agreements
between the Company and the employee to whom the
Award is granted."
RESOLVED FURTHER, that the Plan shall be amended,
effective upon the Merger Date, as follows:
1. Article I is amended by striking "1993 Long-Term
Incentive Plan (the "Plan") of Commonwealth Edison Company"
therefrom and inserting in lieu thereof "Long-Term Incentive
Plan (the "Plan") of Unicom Corporation."
<PAGE>
2. Article II is amended by striking in the
definition of "Common Stock" the words "$12.50 par value per
share" and inserting in lieu thereof "without par value".
3. The reference to "employe" or "employes" is
stricken wherever it appears in the Plan and "employee" or
"employees", as the case may be, inserted in lieu thereof.
4. Article XIV is amended by striking the first
sentence and inserting in lieu thereof the following:
This Plan, formerly the Commonwealth Edison
Company 1993 Long-Term Incentive Plan, which was
assumed, adopted and amended by the Board on
August 30, 1994 and approved by the stockholder of
the Company on August 30, 1994, is effective
September 1, 1994.
5. The Plan as heretofore amended is hereby restated
effective September 1, 1994.
RESOLVED FURTHER, that all outstanding Awards under the
Commonwealth Edison Company 1993 Long-Term Incentive Plan at the
time it becomes the Plan shall be converted to Awards under the
Plan and each right under an Award to acquire Commonwealth Edison
Company Common Stock shall, effective on the Merger Date, be
converted into and become a right to acquire Unicom Corporation
Common Stock upon the same terms and subject to the same
conditions as were applicable immediately prior to the Merger
Date.
-2-
Exhibit (5)
Unicom Corporation
Form S-8
File No. 33-
SIDLEY & AUSTIN
December 21, 1994
Unicom Corporation
37th Floor, 10 South Dearborn Street
P. O. Box A-3005
Chicago, Illinois 60690-3005
Re: 4,000,000 Shares of Common Stock, no par value
----------------------------------------------
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by Unicom Corporation, an
Illinois corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration of 4,000,000
shares of Common Stock, without par value, of the Company (the
"New Common Stock"), to be issued under the Unicom Corporation
Long-Term Incentive Plan (the "Plan").
We are familiar with the proceedings to date with
respect to the proposed issuance of the New Common Stock under
the Plan and have examined such records, documents and questions
of law, and satisfied ourselves as to such matters of fact, as we
have considered relevant and necessary as a basis for this
opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly
existing under the laws of the State of Illinois.
2. Shares of the New Common Stock will be legally
issued, fully paid and non-assessable when (i) the Registration
Statement shall have become effective under the Securities Act;
and (ii) certificates representing such shares shall have been
duly executed, countersigned and registered and duly delivered
upon payment of the agreed consideration therefor in accordance
with the terms of the Plan.
<PAGE>
Unicom Corporation
December 21, 1994
Page 2
This opinion is limited to the laws of the State of
Illinois and the laws of the United States of America.
We do not find it necessary for purposes of this
opinion, and accordingly we do not purport herein to cover, the
application of the "Blue Sky" or securities laws of the various
states to the issuance of the New Common Stock.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and to all references to
our firm included in or made a part of the Registration
Statement.
Very truly yours,
Sidley & Austin
Exhibit (23)-2
Unicom Corporation
Form S-8
File No. 33-
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of our reports dated March 18, 1994 included or
incorporated by reference in Commonwealth Edison Company's Annual
Report on Form 10-K for the year ended December 31, 1993 (as
amended by the Form 10-K/A-1 filed on August 31, 1994); our
reports dated May 11, 1994 and August 9, 1994, included in
Commonwealth Edison Company's Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 1994 and June 30, 1994 (as
amended by the Form 10-Q/A-1 filed on August 19, 1994),
respectively; our report dated November 8, 1994, included in
Unicom Corporation's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1994; and our report dated
March 18, 1994 included in Commonwealth Edison Company's Current
Report on Form 8-K/A-1 dated January 28, 1994. We also hereby
consent to all references to our Firm included in this Form S-8
Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
December 21, 1994
Exhibit (24)
Unicom Corporation
Form S-8
File No. 33-
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
her true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a
Registration Statement on Form S-8 under the Securities Act of 1933
relating to the offer and sale of Unicom Corporation common stock
under the Unicom Corporation Long-Term Incentive Plan and any and all
amendments or supplements to such Registration Statement; hereby
granting to such attorneys and agents, and each of them, full power
of substitution and revocation in the premises; and hereby ratifying
and confirming all that such attorneys and agents, or any of them,
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of December, 1994.
Jean Allard
-----------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that JEAN ALLARD,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that she signed and delivered said instrument as her
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
December, 1994.
Mary T. Snyder
-----------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a
Registration Statement on Form S-8 under the Securities Act of 1933
relating to the offer and sale of Unicom Corporation common stock
under the Unicom Corporation Long-Term Incentive Plan and any and all
amendments or supplements to such Registration Statement; hereby
granting to such attorneys and agents, and each of them, full power
of substitution and revocation in the premises; and hereby ratifying
and confirming all that such attorneys and agents, or any of them,
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of December, 1994.
James W. Compton
-----------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that JAMES W. COMPTON,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
December, 1994.
Mary T. Snyder
-----------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
her true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a
Registration Statement on Form S-8 under the Securities Act of 1933
relating to the offer and sale of Unicom Corporation common stock
under the Unicom Corporation Long-Term Incentive Plan and any and all
amendments or supplements to such Registration Statement; hereby
granting to such attorneys and agents, and each of them, full power
of substitution and revocation in the premises; and hereby ratifying
and confirming all that such attorneys and agents, or any of them,
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of December, 1994.
Sue Ling Gin
-----------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that SUE L. GIN, personally
known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person, and
acknowledged that she signed and delivered said instrument as her
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
December, 1994.
Mary T. Snyder
-----------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a
Registration Statement on Form S-8 under the Securities Act of 1933
relating to the offer and sale of Unicom Corporation common stock
under the Unicom Corporation Long-Term Incentive Plan and any and all
amendments or supplements to such Registration Statement; hereby
granting to such attorneys and agents, and each of them, full power
of substitution and revocation in the premises; and hereby ratifying
and confirming all that such attorneys and agents, or any of them,
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of December, 1994.
Donald P. Jacobs
-----------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that DONALD P. JACOBS,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
December, 1994.
Mary T. Snyder
-----------------------------
Mary T. Snyder
Notary Public
(Notray Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a
Registration Statement on Form S-8 under the Securities Act of 1933
relating to the offer and sale of Unicom Corporation common stock
under the Unicom Corporation Long-Term Incentive Plan and any and all
amendments or supplements to such Registration Statement; hereby
granting to such attorneys and agents, and each of them, full power
of substitution and revocation in the premises; and hereby ratifying
and confirming all that such attorneys and agents, or any of them,
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of December, 1994.
George E. Johnson
-----------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that GEORGE E. JOHNSON,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
December, 1994.
Mary T. Snyder
-----------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a
Registration Statement on Form S-8 under the Securities Act of 1933
relating to the offer and sale of Unicom Corporation common stock
under the Unicom Corporation Long-Term Incentive Plan and any and all
amendments or supplements to such Registration Statement; hereby
granting to such attorneys and agents, and each of them, full power
of substitution and revocation in the premises; and hereby ratifying
and confirming all that such attorneys and agents, or any of them,
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of December, 1994.
Harvey Kapnick
-----------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that HARVEY KAPNICK,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
December, 1994.
Mary T. Snyder
-----------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a
Registration Statement on Form S-8 under the Securities Act of 1933
relating to the offer and sale of Unicom Corporation common stock
under the Unicom Corporation Long-Term Incentive Plan and any and all
amendments or supplements to such Registration Statement; hereby
granting to such attorneys and agents, and each of them, full power
of substitution and revocation in the premises; and hereby ratifying
and confirming all that such attorneys and agents, or any of them,
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of December, 1994.
Byron Lee Jr.
-----------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that BYRON LEE, JR.,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
December, 1994.
Mary T. Snyder
-----------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a
Registration Statement on Form S-8 under the Securities Act of 1933
relating to the offer and sale of Unicom Corporation common stock
under the Unicom Corporation Long-Term Incentive Plan and any and all
amendments or supplements to such Registration Statement; hereby
granting to such attorneys and agents, and each of them, full power
of substitution and revocation in the premises; and hereby ratifying
and confirming all that such attorneys and agents, or any of them,
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of December, 1994.
Edward A. Mason
-----------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that EDWARD A. MASON,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
December, 1994.
Mary T. Snyder
-----------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director and Officer of Unicom
Corporation, an Illinois corporation, does hereby constitute and
appoint JAMES J. O'CONNOR and DAVID A. SCHOLZ, and each of them, his
true and lawful attorneys and agents, each with full power and
authority (acting alone and without the other) to execute in the name
and on behalf of the undersigned as such Director and Officer, a
Registration Statement on Form S-8 under the Securities Act of 1933
relating to the offer and sale of Unicom Corporation common stock
under the Unicom Corporation Long-Term Incentive Plan and any and all
amendments or supplements to such Registration Statement; hereby
granting to such attorneys and agents, and each of them, full power
of substitution and revocation in the premises; and hereby ratifying
and confirming all that such attorneys and agents, or any of them,
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of December, 1994.
Samuel K. Skinner
-----------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that SAMUEL K. SKINNER,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
December, 1994.
Mary T. Snyder
-----------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
